SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JUNE 30, 2004.

                         Commission File Number 0-33067

                                    DIGICORP
           (Name of small business issuer as specified in its charter)

                                 Utah 87-0398271
                (State or other jurisdiction of (I.R.S. Employer
              incorporation or organization) Identification Number)

                     1206 West South Jordan Parkway, Unit B
                            South Jordan, Utah 84095
                    (Address of principal executive offices)

                                 (801) 566-3000
                (Issuer's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities  registered  pursuant to Section 12(g) of the Act:  Common Stock (Par
Value $.001 Per Share)

Indicate by check mark whether the issuer (1) has filed all reports  required to
be filed by  Section 13 or 15(d) of the  Exchange  Act during the past 12 months
(or for such  shorter  period  that the  registrant  was  required  to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days. Yes X  No
         ---   ---

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. Yes X  No
                     ---   ----

The  aggregate  market  value on June  30th,  2004,  of  common  shares  held by
non-affiliates  was  approximately  $894,274 based on the average of the closing
bid and asked prices of the  registrant's  common shares on such date, as quoted
by the National Quotation Bureau.

The issuer's  revenues for its most recent fiscal year were $0 since the Company
is deemed a development stage company.

As of September  21,  2004,  the issuer had  9,742,857  shares of its $0.001 par
value common stock issued and outstanding.

Transitional Small Business Issuer Disclosure Format Yes    No X
                                                        ---   ---
<PAGE>

                                     PART I

ITEM 1.  BUSINESS.

DigiCorp (the  "Company"),  was  incorporated on July 19, 1983 under the laws of
the State of Utah for the purpose of developing and marketing  computer software
programs.  From  1983 to 1995,  the  Company's  sales and  investments  had been
attributable to the sale of computer  software and  investments  related to oil,
gas and mining.

On June 30, 1995, the Company became a development  stage  enterprise as defined
in SFAS No. 7 (See Notes to Company's  financials)  when it sold its investments
and changed its business plan.  Since June 30, 1995, the Company has been in the
developmental  stage and has had no  operations  other than  issuing  shares for
financing the preparation of financial  statements and for preparing filings for
the Securities and Exchange Commission.

The Company's  business plan is to attempt to locate and negotiate  with another
company  for the purpose of a business  combination  of the two  companies.  The
combination will normally take the form of a merger, stock-for-stock exchange or
stock-for-assets exchange. In most instances the company combining with DigiCorp
will wish to structure the business combination to be within the definition of a
tax-free reorganization under Section 351 or Section 368 of the Internal Revenue
Code of 1986, as amended.  No  assurances  can be given that the Company will be
successful  in  locating  or  negotiating  with  another  company  in a business
combination.

The  Company  has been  formed to  provide a method  for a foreign  or  domestic
private company to become a reporting ("public") company qualified to trade on a
secondary market in the United States.

Bankruptcy, receivership or similar proceedings

Neither  the  Company  nor  any of its  predecessors  has  been  subject  to any
bankruptcy, receivership or similar proceeding.

Benefits Achieved by Combining With Another Company

There are certain  perceived  benefits to being a reporting company with a class
of  publicly-traded  securities.  Some of these  benefits are the ability to use
registered  securities to make  acquisitions of assets or businesses,  increased
visibility  in the  financial  community,  the  facilitation  of borrowing  from
financial  institutions,  improved  trading  efficiency  of a  company's  stock,
shareholder  liquidity,  greater  ease in  raising  additional  capital,  market
valuation of stock options for compensating key employees and enhancement of the
corporate image.

<PAGE>


Business Entities That May Be Interested in a Business Combination with DigiCorp

A business  entity,  if any,  which may be interested in a business  combination
with DigiCorp may include the following:

     1. A company  that  desires  to go public  for the  purpose  of having  its
securities used for the acquisition of assets or other businesses;

     2. A company that is unable to find an underwriter for its securities or is
unable to find an underwriter to sell its securities on terms  acceptable to the
company;

     3. A company that desires to become public with less dilution of its common
stock than would occur upon an underwriting;

     4. A  company,  that  believes  it can  obtain  investment  capital on more
favorable terms after it has become public;

     5. A foreign  company  that may desire to enter the  equity  markets of the
United States;

     6. A special situation  company,  such as a company seeking a public market
to satisfy redemption requirements under a qualified Employee Stock Option Plan;

     7. A  company  that  desires  to become  public in less time than  would be
required for a registration statement.

     8. A company  that may desire any other  benefits  associated  with being a
company with publicly trading securities.

A business combination will normally involve the transfer to the company that is
being combined with the majority of the issued and  outstanding  common stock of
DigiCorp,  and the  substitution by the combining  company of its own management
and board of directors.

No  assurances  can be given  that  the  Company  will be able to  enter  into a
business combination, or as to the terms of a business combination, or as to the
nature of the company that will be combining with DigiCorp.

The Company elected to file its Form 10-SB registration statement on a voluntary
basis in order to become a reporting  company under the Securities  Exchange Act
of 1934.

<PAGE>


 RISK FACTORS

The  Company's  business  is subject to numerous  risk  factors,  including  the
following:

     Minimal  Operating  History and Very Few  Assets.  The Company has not been
operating for several years and has no significant  assets. The Company will, in
all likelihood,  sustain operating expenses without  corresponding  revenues, at
least until the consummation of a business combination.  As a result the Company
will be operating at a loss until at least a business  combination  with another
company can be  completed.  There is no assurance  that the Company can identify
another company for a business combination nor that the business combination can
be completed.

     Speculative Nature of the Company's Business.  The success of the Company's
proposed  plan of  operation  will depend to a great  extent on the  operations,
financial  condition and  management of the target  company to be combined with.
While  management  will  prefer  business   combinations  with  entities  having
established operating histories, there can be no assurance that the Company will
be successful in locating  candidates  meeting such  criteria.  In the event the
Company  completes a business  combination,  of which there can be no assurance,
the success of the Company's operations will be dependent upon management of the
target company and numerous other factors beyond the Company's control.

     Competition for Business Combinations.  The Company is and will continue to
be an  insignificant  participant  in the  business of seeking  mergers with and
acquisitions   of  business   entities.   A  large  number  of  established  and
well-financed  entities,  including venture capital firms, are active in mergers
and  acquisitions  of  companies  which  may be  merger  or  acquisition  target
candidates for the Company.  Nearly all such entities have significantly greater
financial  resources,  technical expertise and managerial  capabilities than the
Company and, consequently,  the Company will be at a competitive disadvantage in
identifying  possible  business  opportunities  and  successfully  completing  a
business  combination.  Moreover,  the Company will also  compete with  numerous
other small public companies in seeking merger or acquisition candidates.

     Impracticability of a Thorough  Investigation.  The Company's limited funds
and the lack of  full-time  management  will  likely  make it  impracticable  to
conduct  a  complete  and  exhaustive  investigation  and  analysis  of a target
company.  The  decision to enter into a business  combination,  therefore,  will
likely be made  without  detailed  feasibility  studies,  independent  analysis,
market  surveys or similar  information  which,  if the  Company  had more funds
available to it, would be desirable.  The Company will however,  require audited
financial statements from a company it intends to combine with.

<PAGE>

     No Agreement for Business Combination or Other Transaction. The Company has
no arrangement, agreement or understanding with respect to engaging in a merger,
joint venture or  acquisition  of, a private or public  entity.  There can be no
assurance the Company will be successful in identifying and evaluating  suitable
business  opportunities or in concluding a business combination.  Management has
not identified any particular  industry or specific  business within an industry
for evaluation by the Company. There is no assurance the Company will be able to
negotiate a business combination on terms favorable to the Company.

     No Standards for Business  Combination.  The Company has not  established a
specific length of operating  history or a specified level of earnings,  assets,
net worth or other criteria which it will require a target business  opportunity
to have achieved. Accordingly, the Company may enter into a business combination
with another business having no significant operating history. In addition,  the
target  company  may have had no  history of  earnings,  have  limited  assets a
negative net worth or other characteristics that are associated with development
stage companies.

     Continued  Management Control,  Limited Time Availability.  While seeking a
business combination, none of the management will be devoting their full time to
such an enterprise.  None of the officers have entered into a written employment
agreement  with the Company  and none is  expected  to do so in the  foreseeable
future.  The Company does not have key man life insurance on any of its officers
or  directors.   Notwithstanding   the  combined  limited  experience  and  time
commitment of  management,  loss of the services of any of the  management  team
would  adversely  affect  the  opportunity  of a  business  combination  for the
Company. See "Directors, and Executive Officers".

     Conflicts of Interest - General.  Officers and directors of the Company may
participate in business  ventures which could be deemed to compete directly with
the Company.  Additional  conflicts of interest and non-arms length transactions
may also  arise in the event the  officers  or  directors  are  involved  in the
management  of any firm with which the Company  transacts  business.  Management
does not plan to seek a merger  with,  or  acquisition  of,  any entity in which
management serves as officers,  directors or partners, or in which they or their
family members own or hold any direct or indirect ownership interest.

     Affiliation With Other Development Stage Companies.  Officers and Directors
of the Company may be affiliated with other  development stage companies such as
DigiCorp.  In the event that  management  identifies a candidate  for a business
combination, and the candidate expresses no preference for a particular company,
management  may make a  business  combination  with  another  development  stage
company that it is associated with. As a result,  there can be no assurance that
there  will be  sufficient  business  opportunities  to  consummate  a  business
combination for DigiCorp.

     Reporting  Requirements May Delay or Preclude Acquisition.  Sections 13 and
15(d) of the  Securities  Exchange  Act of 1934 require  reporting  companies to
provide certain information about significant acquisitions,  including certified
financial  statements  for the company  acquired,  covering  one,  two, or three
years,  depending  on  the  relative  size  of the  acquisition.  The  time  and
additional  costs that may be incurred by some target  entities to prepare  such
statements may significantly  delay or essentially  preclude  consummation of an
otherwise desirable  acquisition by the Company.  Acquisition  prospects that do
not  have or are  unable  to  obtain  the  required  audited  statements  may be
inappropriate  for  acquisition  so long as the  reporting  requirements  of the
Securities Exchange Act of 1934 are applicable.

<PAGE>


     Lack  of  Diversification.  The  Company's  proposed  operations,  even  if
successful,  will in all likelihood result in the Company engaging in a business
combination with another company.  Consequently, the Company's activities may be
limited to those business  opportunities  engaged in by the target company.  The
Company's  inability  to  diversify  its  activities  into a number of areas may
subject the Company to economic  fluctuations  within a  particular  business or
industry and therefore increase the risks associated with the operations.

     International  Business  Risk.  If  the  Company  enters  into  a  business
combination  with a  foreign  company,  the  Company  will be  subject  to risks
inherent  in  business  operations  outside  of the  United  States.  Such risks
include,  for example,  currency  fluctuations,  regulatory  problems,  punitive
tariffs, unstable local tax policies, trade embargoes, risks related to shipment
of raw materials  and finished  goods across  national  borders and cultural and
language differences. Foreign economies may differ favorably or unfavorably from
the  United  States  economy  in  growth  of  gross  national  product,  rate of
inflation, market development, rate of savings and capital investment,  resource
self-sufficiency and balance of payments positions, and in other respects.

     Probable Change in Control and Management. A business combination involving
the issuance of the Company's  common stock will, in all  likelihood,  result in
shareholders  of a private  company  obtaining  a  controlling  interest  in the
Company.  Any such business combination may require management of the Company to
sell or transfer all or a portion of the Company's common stock held by them, or
resign as members of the Board of Directors of the Company. The resulting change
in  control of the  Company  could  result in removal of one or all the  present
officers  and  directors  of the Company  and a  corresponding  reduction  in or
elimination of their participation in the future affairs of the Company.

     Dilution of Present Shareholders After Business Combination.  The Company's
plan for a business combination would be with another private company that would
most  likely  result in the  private  company's  shareholders  owning a majority
interest of the  outstanding  shares of the  combined  company.  As a result the
percentage   ownership  of  the  present   shareholders  in  DigiCorp  would  be
substantially  diluted if the Company is  successful  in  completing  a business
combination.

     Taxation.  Federal and state tax consequences  will, in all likelihood,  be
major  considerations  in any business  combination  undertaken  by the Company.
Currently,  such  transactions  may be  structured  so as to result in  tax-free
treatment  to  both  companies,  pursuant  to  various  federal  and  state  tax
provisions.  The Company intends to structure any business  combination so as to
minimize  the  federal  and state tax  consequences  to both the Company and the
target entity; however, there can be no assurance that such business combination
will meet the statutory  requirements of a tax-free  reorganization  or that the
parties will obtain the intended tax-free  treatment upon a transfer of stock or
assets. A non-qualifying  reorganization  could result in the imposition of both
federal and state taxes which may have an adverse  effect on both parties to the
transaction.

<PAGE>


PRINCIPAL PRODUCTS AND SERVICES

The  primary  activities  by the  Company  are to seek out and  investigate  the
acquisition  of any viable  business  opportunity  by purchase  and exchange for
securities  of the Company for  ownership in the target  company  resulting in a
business combination.

Distribution Methods of the Products or Services.

Management will seek out and investigate  business  opportunities  through every
reasonably  available  fashion,  including  personal  contacts,   professionals,
securities broker-dealers,  venture capital personnel,  members of the financial
community and others who may present unsolicited proposals; the Company may also
advertise its  availability as a vehicle to bring a company to the public market
through a "reverse"  reorganization  or merger.  The Company  presently does not
have any  company as a target for a business  combination  nor does the  Company
presently have any products or services.

COMPETITIVE BUSINESS CONDITIONS

Competitors  include thousands of other  publicly-held  companies whose business
operations have proven unsuccessful,  and whose only viable business opportunity
is that of providing a publicly-held  vehicle through which a private entity may
have access to the public capital markets. There is no reasonable way to predict
the  competitive  position  of  the  Company  or  any  other  entity  under  the
circumstances;  however, the Company,  will be at a competitive  disadvantage in
competing  with  companies  that  have  recently  completed  an  initial  public
offering,  have significant  cash resources and have recent operating  histories
when  compared  with the  complete  lack of any  substantive  operations  by the
Company for the past several years.

Sources and Availability of Raw Materials and Names of Principal Suppliers.

Since the Company does not have any  products or services it does not  presently
require any raw materials and  therefore,  has no dependence on any one supplier
or customers to purchase products.

Patents, Trademarks,  Licenses, Franchises,  Concessions,  Royalty Agreements or
Labor Contracts.

The  Company  does not  have  any  patents,  trademarks,  licenses,  franchises,
concessions,  royalty agreements or labor contracts. In addition, the Company is
not presently involved in any research or development.

<PAGE>

Need for any Governmental Approval of Principal Products or Services.

The Company  currently  produces no products or services,  therefore,  it is not
presently subject to any governmental regulation in this regard. However, in the
event that the Company  engages in a merger or acquisition  transaction  with an
entity  that  engages  in  such  activities,  it  will  become  subject  to  all
governmental  approval  requirements  to which the merged or acquired  entity is
subject.

Effect of Existing or Probable Governmental Regulations on Business.

The  integrated  disclosure  system for small  business  issuers  adopted by the
Securities and Exchange  Commission in Release No.  34-30968 and effective as of
August  13,  1992,   substantially   modified  the   information  and  financial
requirements  of a "Small  Business  Issuer,"  defined to be an issuer  that has
revenues  of less than $25  million;  is a U.S. or  Canadian  issuer;  is not an
investment  company;  and if a majority-owned  subsidiary,  the parent is also a
small  business  issuer;  provided,  however,  an entity is not a small business
issuer if it has a public  float (the  aggregate  market  value of the  issuer's
outstanding securities held by non-affiliates) of $25 million or more.

The Securities and Exchange  Commission,  state  securities  commissions and the
North  American  Securities  Administrators  Association,  Inc.  ("NASAA")  have
expressed an interest in adopting policies that will streamline the registration
process  and make it easier for a small  business  issuer to have  access to the
public capital markets.

Cost and Effects of Compliance with Environmental Laws.

Presently  environmental  laws  are  not  applicable  to the  Company,  however,
environmental  laws,  rules and  regulations  may have an adverse  effect on any
business   venture   viewed  by  the  Company  as  an  attractive   acquisition,
reorganization  or merger  candidate,  and these  factors may further  limit the
number  of  potential  candidates  available  to the  Company  for  acquisition,
reorganization or merger.

Number of Employees.

The Company  presently  has no full-time  employees,  however,  management  will
devote  whatever  time  they  deem  necessary  to  evaluate  different  business
opportunities for a business combination. Management of the Company also expects
to use  consultants,  attorneys  and  accountants  as  necessary,  and  does not
anticipate a need to engage any full-time employees so long as it is seeking and
evaluating  companies  for a business  combination.  The need for  employees and
their  availability will be addressed in connection with the decision whether or
not to acquire or participate in a specific business combination.

<PAGE>


ITEM 2.  DESCRIPTION OF PROPERTY.

The  executive  and  business  office of the Company  consists  of office  space
located at 1206 W. South Jordan Parkway,  Unit B, South Jordan,  Utah 84095. The
office space is owned by Gregg B. Colton, Don J. Colton and John O. Anderson and
is leased to Pioneer  Oil and Gas.  Currently,  the  Company is not  charged for
using the office  space.  The Company  believes this office space is adequate to
serve its needs until such time as a business  combination  occurs.  The Company
also  expects  to be able to  utilize  this  office  space  until such time as a
business  combination is consummated.  The Company has no other property that it
uses or owns.

ITEM 3.           LEGAL PROCEEDINGS.

The Company is not a party to any legal proceedings, nor is the Company aware of
any disputes that may result in legal proceedings.

ITEM 4.         SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

During the fourth quarter of the fiscal year covered by this report,  no matters
were submitted to a vote of security holders.


                                     PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED MATTERS

The Company is listed on the over-the-counter  market on the NASDAQ OTC Bulletin
Board. The range of high and low bid information for the shares of the Company's
stock for the last fiscal year, as reported by the OTC Bulletin  Board  National
Quotation Bureau,  is set forth below. Such quotations  represent prices between
dealers,  do not  include  retail  markup,  markdown or  commission,  and do not
represent actual transactions.  The Company was not trading for year ending June
30, 2003.

Year Ended June 30, 2004                    High              Low

First Quarter                               $.10             $.01
Second Quarter                               .15              .01
Third Quarter                                .13              .06
Fourth Quarter                               .18              .07

There have been no cash  dividends  declared by the Company since its inception.
Further, there are no restrictions that would limit the Company's ability to pay
dividends on its common equity or that would be likely to do so in the future.

The Company has no plans to register any of its securities  under the Securities
Act for sale by  security  holders.  There is no public  offering  of equity and
there is no proposed public offering of equity.

<PAGE>


ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Plan of Operation

The Company is presently a  development  stage company  conducting  virtually no
business operation, other than its efforts to effect a business combination with
a target  business  which  the  Company  considers  to have  significant  growth
potential.  Currently,  the Company does not engage in any  operation or receive
any cash flow.  The Company  will carry out its plan of  business  as  discussed
above. See "Description of Business".  The Company cannot predict to what extent
its liquidity and capital resources will be diminished prior to the consummation
of a business combination or whether its capital will be further depleted by the
operating losses (if any) of the target business combining with the Company.

During its fiscal  year  ending  June 30,  2004,  the  Company  expended  $2,774
primarily in accounting  fees for preparing  financial  statements and review of
its  quarterly and annual  filings with the SEC. The Company had borrowed  money
from  Vernal  Western  Drilling  a Company  owned by Don J.  Colton and Gregg B.
Colton  to cover  some of the  professional  fees and  other  expenses  that the
Company  incurred  during  the last year and the  previous  fiscal  year,  these
amounts have been repaid by the issuance and sale of stock in the Company during
the last fiscal year.  The Company does not  anticipate  borrowing any funds for
the  next  fiscal  year but most  likely  will  require  additional  capital  or
borrowing  after that if a business  combination is not  consummated  within the
next 12 months. In the event, that a business  combination does not occur during
the next 12 months and the Company is not able to borrow any funds,  the Company
may need to raise  additional  capital to meet its needs to continue to pursue a
business combination or that it may cease operations. No commitments of any kind
to  provide  additional  funds  have  been  made by  management,  other  present
shareholders   or  any  other  third   person.   There  are  no   agreements  or
understandings  of any kind with  respect to any future  loans from  officers or
directors of the Company on behalf of the Company. Accordingly,  there can be no
assurance that any additional funds will be available to the Company to allow it
to cover  its  expenses.  In the event the  Company  elects to raise  additional
capital prior to the effectuation of a business combination, it expects to do so
through the private  placement of  restricted  securities  rather than through a
public offering.  The Company does not currently contemplate making a Regulation
S offering.

Since the Company's  cash reserves are minimal,  officers and  director's of the
Company are  compensated  by the Company by  issuances of stock in lieu of cash.
See  "Executive   Compensation".   Presently,   there  are  no  arrangements  or
anticipated  arrangements  to pay any  type of  additional  compensation  to any
officer or director in the near future. Regardless of whether the Company's cash
assets prove to be  inadequate  to meet the  Company's  operational  needs,  the
Company might seek to compensate  providers of services by issuances of stock in
lieu of cash. See "Certain Relationships and Transactions".

<PAGE>

Results of Operations.

The Company has had no material operations for the last two fiscal years. Losses
were  (2,774) and  ($2,317)  respectively,  for the fiscal  years ended June 30,
2004,  and  2003.  Losses  in  the  current  2004  fiscal  year  and  2003  were
attributable  primarily for payments made to the auditors for audited  financial
statements and reviewing filings with the SEC.

Liquidity.

The Company had no liquidity  during the fiscal year ended June 30, 2003 and for
the fiscal year ended June 30,  2004,  the Company had $3,919.  The Company does
not  contemplate  raising capital over the next twelve months by issuance of any
debt or additional  equity  securities.  The Company has no loan agreements with
any officer or director or other entity or individual.

ITEM 7.  FINANCIAL STATEMENTS



<PAGE>




                                    DIGICORP
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                             June 30, 2004 and 2003





















                                    DIGICORP
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                             June 30, 2004 and 2003






























<PAGE>






                                    DIGICORP
                          (A Development Stage Company)

                                      INDEX



                                                                 Page

Independent Auditors' Report                                     F-2

Balance Sheets                                                   F-4

Statements of Operations                                         F-5

Statements of Stockholders' Equity (Deficit)                     F-6

Statements of Cash Flows                                         F-7

Notes to Financial Statements                                    F-8



<PAGE>



INDEPENDENT AUDITORS' REPORT



To the Stockholders' and
Board of Directors of
DigiCorp


We have audited the accompanying balance sheets of DigiCorp (a development stage
company), as of June 30, 2004 and 2003 and the related statements of operations,
stockholders' equity (deficit),  and cash flows for the years then ended and the
cumulative  amounts  since  inception  of  development  stage.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of DigiCorp (a development stage
company), as of June 30, 2004 and 2003 and the results of its operations and its
cash flows for the years then ended and the cumulative  amounts since  inception
of  development  stage,  in  conformity  with  accounting  principles  generally
accepted in the United States of America.

                                           F-2

<PAGE>


The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial  statements,  the Company's revenue  generating  activities are not in
place and the Company has incurred losses since inception of development  stage.
These  conditions  raise  substantial  doubt  about its ability to continue as a
going concern.  Management's plans regarding those matters also are described in
Note 2. The  financial  statements  do not  include any  adjustments  that might
result from the outcome of this uncertainty.



JONES SIMKINS, P.C.
Logan, Utah
September 1, 2004
                                           F-3
<PAGE>
<TABLE>
<CAPTION>


                                  DIGICORP
                        (A Development Stage Company)
                               BALANCE SHEETS




                                                                                   June 30,
                                                                                 --------------------------------
                                                                                 --------------------------------
                                ASSETS                                            2004              2003

                                                                                 --------------    --------------
                                                                                 --------------    --------------
<S>                                                                         <C>                 <C>
Current assets -
     cash                                                                     $          3,991                 -
                                                                                 --------------    --------------
                                                                                 --------------    --------------

          Total assets                                                        $          3,991                 -
                                                                                 ==============    ==============
                                                                                 ==============    ==============




                    LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities - related party payable                                   $              -               235
                                                                                 --------------    --------------
                                                                                 --------------    --------------

Commitments and contingencies                                                                                  -

Stockholders' equity (deficit):
     Common stock, $.001 par value, 50,000,000 shares
        authorized, 9,742,857 and 9,042,857shares
         issued and outstanding, respectively                                            9,743             9,043
     Additional paid-in capital                                                        523,338           517,038
     Accumulated deficit                                                              (511,627)         (511,627)
     Deficit accumulated during the development stage                                  (17,463)          (14,689)
                                                                                 --------------    --------------
                                                                                 --------------    --------------

          Total stockholders' equity (deficit)                                           3,991              (235)
                                                                                 --------------    --------------
                                                                                 --------------    --------------

          Total liabilities and stockholders' equity                           $         3,991                 -
                                                                                 ==============    ==============
                                                                                 ==============    ==============
 The accompanying notes are an integral part of these financial statements.

                                           F-4
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                                    DIGICORP
                                         (A Development Stage Company)
                                            STATEMENTS OF OPERATIONS




                                                                   Years Ended June 30,            Cumulative
                                                             ---------------------------------
                                                             ---------------------------------
                                                                  2004             2003             Amounts
                                                             ---------------  ----------------  -----------------
                                                             ---------------  ----------------  -----------------
<S>                                                      <C>                <C>              <C>
 Revenue                                                   $              -                 -                  -

 General and administrative expenses                                  2,774             2,317             17,463
                                                             ---------------  ----------------  -----------------
                                                             ---------------  ----------------  -----------------

 Net loss before income taxes                                        (2,774)           (2,317)           (17,463)

 Provision for income taxes                                               -                 -                  -
                                                             ---------------  ----------------  -----------------
                                                             ---------------  ----------------  -----------------

 Net loss                                                  $         (2,774)           (2,317)           (17,463)
                                                             ===============  ================  =================
                                                             ===============  ================  =================





 Loss per common share - basic and diluted                 $              -                 -
                                                             ===============  ================
                                                             ===============  ================

 Weighted average common shares -
 basic and diluted                                                9,576,000         9,043,000
                                                             ===============  ================
                                                             ===============  ================

 The accompanying notes are an integral part of these financial statements.

                                           F-5

</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                                    DIGICORP
                          (A Development Stage Company)
                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                          July 1, 1995 to June 30, 2004

                                                                                                Deficit
                                                                                                Accumulated
                                                                 Additional                     During the
                                         Common Stock            Paid-in        Accumulated     Development
                                    -----------------------      Capital        Deficit         Stage
                                    Shares         Amount                                                            Total
                                    ---------      --------      ----------     ----------      ----------      ----------
<S>                               <C>           <C>           <C>            <C>             <C>             <C>

Balance at July 1, 1995             7,842,857     $   7,843     $   504,238    $  (511,627)    $         -     $       454

Issuance of common stock for cash     200,000           200           3,800              -               -           4,000

Net loss                                    -             -               -              -          (3,774)         (3,774)
                                    ---------      --------      ----------     ----------      ----------      ----------

Balance at June 30, 1996            8,042,857         8,043         508,038       (511,627)         (3,774)            680

Net loss                                    -             -               -              -            (169)           (169)
                                    ---------      --------      ----------     ----------      ----------      ----------

Balance at June 30, 1997            8,042,857         8,043         508,038       (511,627)         (3,943)            511

Net loss                                    -             -               -              -             (45)            (45)
                                    ---------      --------      ----------     ----------      ----------      ----------

Balance at June 30, 1998            8,042,857         8,043         508,038       (511,627)         (3,988)            466

Net loss                                    -             -               -              -            (202)           (202)
                                    ---------      --------      ----------     ----------      ----------      ----------

Balance at June 30, 1999            8,042,857         8,043         508,038       (511,627)         (4,190)            264

Net loss                                    -             -               -              -            (264)           (264)
                                    ---------      --------      ----------     ----------      ----------      ----------

Balance at June 30, 2000            8,042,857         8,043         508,038       (511,627)         (4,454)              -

Issuance of common stock for:
cash                                  500,000           500           4,500              -               -           5,000
services                              500,000           500           4,500              -               -           5,000

Net loss                                    -             -               -              -          (5,110)         (5,110)
                                    ---------      --------      ----------     ----------      ----------      ----------

Balance at June 30, 2001            9,042,857         9,043         517,038       (511,627)         (9,564)          4,890

Net loss                                    -             -               -              -          (2,808)         (2,808)
                                    ---------      --------      ----------     ----------      ----------      ----------

Balance at June 30, 2002            9,042,857         9,043         517,038       (511,627)        (12,372)          2,082

Net loss                                    -             -               -              -          (2,317)         (2,317)
                                    ---------      --------      ----------     ----------      ----------      ----------

Balance at June 30, 2003            9,042,857         9,043         517,038       (511,627)        (14,689)           (235)

Issuance of common stock for cash     700,000           700           6,300              -               -           7,000

Net loss                                    -             -               -              -          (2,774)         (2,774)
                                    ---------      --------      ----------     ----------      ----------      ----------

Balance at June 30, 2004            9,742,857     $   9,743     $   523,338    $  (511,627)    $   (17,463)    $     3,991
                                    =========      ========      ==========     ==========      ==========      ==========

 The accompanying notes are an integral part of these financial statements.

                                           F-6


</TABLE>



<PAGE>
<TABLE>
<CAPTION>
                                    DIGICORP
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS




                                                                          Years Ended June 30,               Cumulative
                                                                   ------------------------------------
                                                                   ------------------------------------
                                                                         2004               2003              Amounts
                                                                   -----------------  -----------------   -----------------
                                                                   -----------------  -----------------   -----------------
<S>                                                            <C>                  <C>                 <C>
Cash flows from operating activities:
Net loss                                                         $           (2,774)            (2,317)            (17,463)
Adjustments to reconcile net loss
   to net cash used in operating activities:
Stock issued for services                                                         -                  -               5,000
Increase (decrease) in related party payable                                   (235)               235                   -
                                                                   -----------------  -----------------   -----------------
                                                                   -----------------  -----------------   -----------------

Net cash used in operating activities                                        (3,009)            (2,082)            (12,463)
                                                                   -----------------  -----------------   -----------------
                                                                   -----------------  -----------------   -----------------


Cash flows from investing activities:                                             -                  -                   -
                                                                   -----------------  -----------------   -----------------
                                                                   -----------------  -----------------   -----------------


Cash flows from financing activities:
Proceeds from issuance of common stock                                        7,000                  -              16,000
                                                                   -----------------  -----------------   -----------------
                                                                   -----------------  -----------------   -----------------

Net cash provided by financing activities                                     7,000                  -              16,000
                                                                   -----------------  -----------------   -----------------
                                                                   -----------------  -----------------   -----------------

Net increase (decrease) in cash                                               3,991             (2,082)              3,537

Cash, beginning of period                                                         -              2,082                 454
                                                                   -----------------  -----------------   -----------------
                                                                   -----------------  -----------------   -----------------

Cash, end of period                                             $             3,991                  -               3,991
                                                                   =================  =================   =================
                                                                   =================  =================   =================


 The accompanying notes are an integral part of these financial statements.

                                           F-7

</TABLE>





<PAGE>





                                    DIGICORP
                          NOTES TO FINANCIAL STATEMENTS
                             June 30, 2004 and 2003

Note 1 - Organization and Summary of Significant Accounting Policies

Organization

The Company was organized  under the laws of the State of Utah on July 19, 1983.
On July 1, 1995, the Company became a development stage enterprise as defined in
SFAS No. 7 when it sold its assets and changed its  business  plan.  Accordingly
the financial  statements  include  cumulative  amounts since July 1, 1995.  The
Company proposes to seek business ventures that will allow for long-term growth.

Cash and Cash Equivalents

For  purposes  of the  statement  of  cash  flows,  the  Company  considers  all
investments with a maturity of three months or less to be cash equivalents.


Income Taxes

Deferred  income  taxes are  provided  in amounts  sufficient  to give effect to
temporary  differences between financial and tax reporting,  principally related
to net operating loss carryforwards.

Earnings Per Share

The  computation  of basic  earnings  per common  share is based on the weighted
average number of shares outstanding during the year.

The  computation  of diluted  earnings per common share is based on the weighted
average  number of shares  outstanding  during  the year plus the  common  stock
equivalents  which would arise from the  exercise of stock  options and warrants
outstanding  using the treasury  stock  method and the average  market price per
share during the year.  Common stock equivalents are not included in the diluted
earnings per share  calculation when their effect is  antidilutive.  The Company
does not have any stock  options or  warrants  outstanding  at June 30, 2004 and
2003.

Concentration of Credit Risk

The Company  maintains cash in bank and deposit  accounts which,  at times,  may
exceed federally  insured limits.  The Company has not experienced any losses in
such accounts.  The Company believes it is not exposed to any significant credit
risk on cash and cash equivalents.

                                           F-8

<PAGE>



                                    DIGICORP
                          NOTES TO FINANCIAL STATEMENTS
                             June 30, 2004 and 2003



Note 1 - Organization and Summary of Significant Accounting Policies (continued)


Use of Estimates in the Preparation of Financial Statements

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.


Note 2 - Going Concern

As of June 30, 2004,  the Company's  revenue  generating  activities  are not in
place and the Company has incurred losses since inception of development  stage.
These factors raise substantial doubt about the Company's ability to continue as
a going concern.

Management intends to seek additional  funding through business ventures.  There
can be no  assurance  that such  funds  will be  available  to the  Company,  or
available on terms acceptable to the Company.


Note 3 - Income Taxes

The difference between income taxes at statutory rates and the amount presented
in the financial statements is a result of the following for the years ended
June 30:


                                             Years Ended
                                             June 30,              Cumulative
                                          2004          2003        Amounts
                                         -----         -----        ------

Income tax benefit at statutory rate   $ 1,000         1,000       26,000
Change in valuation allowance           (1,000)       (1,000)     (26,000)
                                         -----         -----       ------

                                      $      -             -            -
                                        ======        ======       ======


                                           F-9
<PAGE>




                                    DIGICORP
                          NOTES TO FINANCIAL STATEMENTS
                             June 30, 2004 and 2003

Note 3 - Income Taxes (continued)

Deferred tax assets are as follows at June 30:

                                                           2004          2003
                                                           ----          ----

Net operating loss carryforwards                       $ 26,000        39,000
Valuation allowance                                     (26,000)      (39,000)
                                                         ------        ------

                                                       $      -             -
                                                        ========      ========


The Company has net operating loss carryforwards of approximately $76,000, which
begin to expire in the year 2004. The amount of net operating loss carryforwards
that can be used in any one year will be limited by  significant  changes in the
ownership of the Company and by the  applicable  tax laws which are in effect at
the time such carryforwards can be utilized.

During the year ended June 30, 2004,  the Company had  approximately  $40,000 of
net operating loss carryforward which expired.

Note 4 - Related Party Payable

At June 30, 2004 and 2003,  the Company  has a related  party  payable of $0 and
$235, respectively, due to an entity partially owned by the majority shareholder
and officer of the Company.  The payable is unsecured,  non-interest bearing and
due on demand.

Note 5 - Recent Accounting Pronouncements

In May  2003,  the FASB  issued  SFAS 150,  "Accounting  for  Certain  Financial
Instruments  with  Characteristics  of both  Liabilities  and Equity."  This new
statement changes the accounting for certain  financial  instruments that, under
previous  guidance,  issuers  could  account  for as equity  or  classifications
between  liabilities  and equity in a section that has been known as  "mezzanine
capital."  It  requires  that  those  certain   instruments   be  classified  as
liabilities in balance sheets. Most of the guidance in SFAS 150 is effective for
all  financial  instruments  entered into or modified  after May 31,  2003.  The
adoption  of  SFAS  150 did not  have  any  impact  on the  Company's  financial
statements.

                                           F-10
<PAGE>


                                    DIGICORP
                          NOTES TO FINANCIAL STATEMENTS
                             June 30, 2004 and 2003

Note 5 - Recent Accounting Pronouncements(continued)

In April  2003,  the FASB  issued  SFAS  149,  "Amendment  of  Statement  133 on
Derivative  Instruments and Hedging  Activities."  SFAS 149 amends and clarifies
financial accounting and reporting for derivative instruments, including certain
derivative instruments embedded in other contracts  (collectively referred to as
derivatives)  and  for  hedging  activities  under  SFAS  133,  "Accounting  for
Derivative Instruments and Hedging Activities".  This Statement is effective for
contracts entered into or modified after June 30, 2003, with certain exceptions,
and for hedging  relationships  designated  after June 30,  2003,  with  certain
exceptions.  The  adoption  of SFAS  did not have any  effect  on the  Company's
financial statements.


In January 2003, the FASB issued  Interpretation 46,  "Consolidation of Variable
Interest   Entities"  (FIN  46),  which  addresses   consolidation  by  business
enterprises of variable interest  entities.  FIN 46 clarifies the application of
Accounting Research Bulletin No. 51,  "Consolidated  Financial  Statements",  to
certain entities in which equity investors do not have the  characteristics of a
controlling  financial interest or do not have sufficient equity at risk for the
entity to finance  its  activities  without  additional  subordinated  financial
support from other  parties.  FIN 46 applies  immediately  to variable  interest
entities  created  after January 31, 2003 and to variable  interest  entities in
which an enterprise obtains an interest after that date. It applies in the first
fiscal  year or interim  period  beginning  after  June 15,  2003,  to  variable
interest  entities  in which an  enterprise  holds a variable  interest  that it
acquired  before  February 1, 2003.  The Company has not identified and does not
expect to identify any variable interest entities that must be consolidated.



In December  2002,  the  Financial  Accounting  Standards  Board issued SFAS 148
"Accounting  for  Stock-Based  Compensation  -  Transition  and  Disclosure - an
amendment of FASB Statement 123," which is effective for all fiscal years ending
after December 15, 2002. SFAS 148 provides alternative methods of transition for
a voluntary  change to fair value based  method of  accounting  for  stock-based
employee  compensation  under  SFAS 123 from  intrinsic  value  based  method of
accounting  prescribed by Accounting  Principles Board Opinion 25. SFAS 148 also
changes the  disclosure  requirement  of SFAS 123,  requiring  a more  prominent
disclosure of the pro-forma  effect of the fair value based method of accounting
for  stock-based  compensation.  The adoption of SFAS 148 by the Company did not
have any impact on the  Company's  financial  statements  and is not expected to
have any impact on future operations.
                                           F-11

<PAGE>


ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.

The Company has had no changes in and/or disagreements with its accountants.


                                    PART III

ITEM  9  -  DIRECTORS,   EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

The directors,  executive officers and significant  employees of the company are
as follows:

                                                      POSITION
 NAME                               AGE               WITH COMPANY
 ----                               ---               ------------

 Gregg B. Colton            51              President, Treasurer & Director
 Don J. Colton              58              Vice President, Secretary & Director
 Glenn W. Stewart           64              Director
 Norman Sammis              66              Director

    Note: Gregg B. Colton and Don J. Colton are brothers.


Gregg B. Colton serves as the Company's President,  Treasurer and Director.  Mr.
Colton is employed  with  Pioneer Oil and Gas a publicly  traded  company as its
Vice  President,  Secretary,  General  Counsel  and a  member  of the  Board  of
Directors.  Mr.  Colton has been  employed with the Pioneer Oil and Gas since it
actually  commenced  business in 1981.  Mr.  Colton is involved in handling  the
contracts, sales of oil and gas products and legal problems of the Company along
with  the  day to day  decision  making  for  the  Company  with  the  Company's
President.  From 1981 to 1984,  Mr. Colton was also a partner in the law firm of
Cannon,  Hansen & Wilkinson.  Mr. Colton is a member of the Utah State Bar and a
real estate  broker.  He is also a member of the Corporate  Counsel and Business
sections of the Utah State Bar. Mr. Colton earned his BA from the  University of
Utah in 1976 and a Juris  Doctor and a Master of  Business  Administration  from
Brigham Young University in 1981.

<PAGE>


Don J.  Colton  serves as the Vice  President,  Secretary  and  Director  of the
Company. Mr. Colton is employed as the President,  Treasurer and Chairman of the
Board of  Directors of Pioneer Oil and Gas.  Since the  inception of Pioneer Oil
and Gas in October  1980 Mr.  Colton  has been  involved  in all  aspects of the
business  for  Pioneer  Oil  and  Gas  including  exploration,  acquisition  and
development  of producing  properties.  From 1979 to 1981,  Mr. Colton was Chief
Financial  Officer and a member of the Board of Directors  of Drilling  Research
Laboratory  in Salt Lake City,  Utah.  The  Drilling  Research  Laboratory  is a
subsidiary of Terra Tech,  Inc. and prior to his  involvement  with the Drilling
Research Laboratory,  Mr. Colton was Manager of Special Projects for Terra Tech.
Mr. Colton received a BS in Physics from Brigham Young  University in 1970 and a
Master of Business Administration from the University of Utah in 1974.

Glenn W. Stewart.  Mr. Stewart received his B.S. In Physics in 1962 from Brigham
Young University and his M.B.A.  from B.Y.U. in 1966. For the last ten years Mr.
Stewart has been President and CEO of Moxtek, Inc. of Orem, Utah.

Norman W. Sammis.  Mr. Sammis  received his B.S. in Engineering in 1960 from the
U.S. Naval Academy. He received his M.S. in Business Management in 1967 from the
Naval Postgraduate School in Monterey, California. From 1968 to 1980, Mr. Sammis
was  employed  with the U.S.  Marine Corps in various  capacities.  From 1980 to
1981,   Mr.   Sammis  was  Director  of  Systems   Implementation   for  Weidner
Communications, Inc. of Provo, Utah. Since 1981, Mr. Sammis has been employed by
the Church of Jesus Christ of  Latter-Day-Saints  as a Quality Assurance Analyst
and  later  as a  Supervisor  of a  Project  Development  Team.  In his  current
position,  Mr.  Sammis is the Manager of  Technical  Services in the  Purchasing
Division  of the LDS  Church and acts as  contract  manager  for all  technology
items.

<PAGE>


COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Section  16(a) of the  Securities  Exchange Act of 1934  requires the  Company's
officers  and  directors,  and  persons  who own more  than ten  percent  of the
Company's  Common  Stock,  to file reports of ownership and changes in ownership
with the Securities and Exchange  Commission  ("SEC").  Officers,  directors and
greater than ten percent stockholders are required by SEC regulations to furnish
the Company with copies of all Section 16(a) forms they file.

The  following  disclosure  is based solely upon a review of the Forms 3 and any
amendments  thereto  furnished to the Company  during the Company's  fiscal year
ended June 30, 2004, and Forms 5 and amendments thereto furnished to the Company
with respect to such fiscal  year,  or written  representations  that no Forms 5
were  required to be filed by such  persons.  Based on this review the following
persons  who  were a  director  or  beneficial  owner  of more  than  10% of the
Company's  outstanding  Common  Stock  during such  fiscal year no reports  were
required to be filed were filed late during the fiscal year.

ITEM 10. EXECUTIVE COMPENSATION

No cash  compensation  was paid to any officer or director of the Company during
the fiscal year ending June 30, 2004.  No cash  compensation  was paid to any of
the present  executive  officers  during the fiscal year ended June 30, 2004 and
June 30, 2003.  However,  the Company,  in Board  meetings held in 2003,  issued
Vernal Western Drilling a total of 400,000 common shares for $4,000  contributed
to the Company  and 300,000  common  shares for $3,000 to  designates  of Alpine
Securities  Corporation.  The $7,000 was needed to pay for the Company's  audits
and expenses for the next year.  Vernal Western Drilling is a company owned 100%
by Don J. Colton and Gregg B. Colton. There is currently no policy in place that
prevents the Company from compensating any officer, director or affiliate in the
form of the Company's shares of common stock or other non-cash compensation.

The Company has no  agreement  or  understanding,  express or implied,  with any
officer, director, or principal stockholder,  or their affiliates or associates,
regarding employment with the Company or compensation for services.  The Company
has no plan, agreement, or understanding,  express or implied, with any officer,
director, or principal stockholder, or their affiliates or associates, regarding
the  issuance  to such  persons of any shares of the  Company's  authorized  and
unissued common stock. There is no understanding  between the Company and any of
its present  stockholders  regarding  the sale of a portion or all of the common
stock currently held by them in connection with any future  participation by the
Company in a business. There are no other plans, understandings, or arrangements
whereby any of the Company's officers,  directors, or principal stockholders, or
any of their  affiliates or  associates,  would receive funds,  stock,  or other
assets in connection with the Company's participation in a business. No advances
have been made or contemplated by the Company to any of its officers, directors,
or principal stockholders, or any of their affiliates or associates.

<PAGE>

There is no policy that prevents management from adopting a plan or agreement in
the future  that  would  provide  for cash or stock  based on  compensation  for
services rendered to the Company.

The  Company  presently  has not  granted  options  to any of its  directors  or
officers.  However,  the Company in the future may grant options to officers and
directors as determined by the Board of Directors.

Upon the merger or  acquisition  of a  business,  it is  possible  that  current
management  will resign and be replaced by persons  associated with the business
acquired,  particularly if the Company participates in a business by effecting a
stock exchange,  merger, or consolidation as discussed under the "Description of
Business"  above.  In the event that any member of  current  management  remains
after  effecting a business  acquisition,  that  member's  time  commitment  and
compensation  will likely be adjusted  based on the nature and  location of such
business and the services required, which cannot now be foreseen.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following  table sets forth  certain  information  regarding the  beneficial
ownership of the Company's Common Stock by each person or group that is known by
the  Company  to be the  beneficial  owner  of more  than  five  percent  of its
outstanding Common Stock, each director of the Company, each person named in the
Summary  Compensation  Table,  and all directors  and executive  officers of the
Company as a group as of June 30, 2004. Unless otherwise indicated,  the Company
believes  that  the  persons  named in the  table  below,  based on  information
furnished by such owners,  have sole voting and investment power with respect to
the Common Stock beneficially owned by them, where applicable.


Title of    Name and Address of           Amount and Nature      Percent
 Class      Beneficial Owner              of Beneficial Owner    of Class

Common   Gregg B. Colton                    1,174,984*           12.06%
         10026 Ridge Gate Circle
         Sandy, Utah 84092

Common   Don J. Colton                      1,436,344*           14.74%
         2172 East Gambel Oak Dr.
         Sandy, Utah 84092

Common   Glenn W. Stewart                     328,200             3.4%
         2210 Blaine Avenue
         Salt Lake City, Utah 84108-3006

Common   Norman Sammis                         68,220              .70%
         5858 West 11140 North
         Highland, Utah 84003

Common   Pioneer Oil and Gas                  773,279             7.96%
         1206 W. South Jordan Parkway
         Unit B
         South Jordan, Utah 84095

All Directors and Officers as a Group
(4 Persons)**                               3,007,748            30.87%

     *Includes 50% of the 900,000 common shares owned by Vernal Western Drilling
since Gregg B. Colton owns 50% of Vernal Western Drilling and Don J. Colton owns
50%. Also included in Don J.  Colton's  total shares are 544,344  shares held in
the name of American Drilling Services,  Inc. in which Don J. Colton is the sole
shareholder.

     **Don J.  Colton and Gregg B. Colton are the  officers  and two of the four
directors  of Pioneer  Oil and Gas.  If the  shares of  Pioneer  Oil and Gas are
included in the total amount for all directors and officers the number of shares
is 3,781,027 and the percentage is then 38.81%.

     The shares  listed above also include  those that are held jointly with the
director's spouse.

<PAGE>


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

At the Board meeting  described  above under  "Executive  Compensation"  held in
September  2003,  the Board of Directors of the Company  issued  400,000  common
shares  to Vernal  Western  Drilling  for  contributing  $4,000 in cash.  Vernal
Western  Drilling is a privately held company owned 50% by Don J. Colton and 50%
by Gregg B. Colton.

The Company  presently is using office space that is owned  two-thirds by Don J.
Colton and Gregg B. Colton.  Currently,  the Company is not charged for rent nor
does Don J.  Colton or Gregg B.  Colton  intend to have the Company pay any rent
within the next year.  However,  in the event the office  space is leased to the
Company it will be leased on terms  reasonable for the same kind of office space
in the area that it is located.

ITEM 13 - EXHIBITS AND REPORTS ON FORM 8-K

PART F/S                   FINANCIAL STATEMENTS

The  financial  statements  of the Company as required by Item 310 of Regulation
S-B are included in Part II, Item 7 of this report.

<PAGE>


PART III.                  INDEX TO EXHIBITS

The following Exhibits are filed herewith:

Exhibit No.          Description

3(i)                 Articles of Incorporation (1) (with amendments)


3(ii)                Bylaws (1)

     (1) Incorporated by reference from the Company's 2001 Form 10SB. REPORTS ON
FORM 8-K

The Company has not filed any reports on Form 8-K during the last fiscal year.

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                               /s/  Gregg B. Colton
                               --------------------
                               Director/President

<PAGE>


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection  with the filing of the Annual Report of DigiCorp (the  "Company")
on Form 10-KSB for the period  ended June 30, 2004 (the  "Report"),  I, Gregg B.
Colton, Chief Executive Officer of the Company,  certify,  pursuant to 18 U.S.C.
ss.  1350,  as adopted  pursuant to ss. 906 of the  Sarbanes-Oxley  Act of 2003,
that:

     (i) The Report fully complies with the requirements of section 13(a) of the
Securities Exchange Act of 1934; and

     (ii) The  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of operations of the
Company.


/s/ Gregg B. Colton
-------------------------
Gregg B. Colton
Chief Executive Officer
September 22, 2004

<PAGE>

                      CERTIFICATION PURSUANT TO SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002

I, Gregg B. Colton,certify that:

     1. I have reviewed this annual report on Form 10-KSB of DigiCorp.

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not misleading with respect to the period covered by this report.

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report.

     4. I am responsible for  establishing and maintaining  disclosure  controls
and  procedures  (as  defined in Exchange  Act Rules  13a-14 and 15d-14) for the
registrant and have:

          a) designed  such  disclosure  controls and  procedures to ensure that
     material information relating to the registrant, including its consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;

          b) evaluated the effectiveness of the registrant's disclosure controls
     and procedures as of a date within 90 days prior to the filing date of this
     annual report (the Evaluation Date); and

          c)  presented  in  this  annual  report  our  conclusions   about  the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date;

     5.  I  have  disclosed,  based  on  the  most  recent  evaluation,  to  the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):

          a) all significant deficiencies in the design or operation of internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls;  and

          b) any fraud,  whether or not material,  that  involves  management or
     other employees who have a significant role in the registrant's internal
     controls.


     6. I have  indicated  in this  annual  report  whether  or not  there  were
significant  changes  in  internal  controls  or in  other  factors  that  could
significantly affect internal controls subsequent to the date of the most recent
evaluation,   including  any  corrective  actions  with  regard  to  significant
deficiencies and material weaknesses.

DATE: September 22, 2004


                                            /s/ Gregg B. Colton
                                            -----------------------
                                            Gregg B. Colton, President